2011-03-14_REVISION - M1977493 (47)

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CMO001155 • (d) At the closing the parties shall prorate, to the date of Closing and on a final basis,.all real property and personal property taxes accruing to the Property and, to the extent that the Company assumes from climax any insurance policies covering the Property, any insurance premiums payable for such policies. . (e) The Company may, at its election, record this Agreement in the real property records of Summit County, Colorado. 15. .Default: Remedies. (a) This Agreement may be terminated and:the sale of the Property and other transactions described herein abandoned in their entirety at any time prior to the closing by mutual agreement of the parties. (b) In the event of a default hereunder by any party, the remedies upon default are as set forth below unless otherwise provided in this Agreement. The remedies of the parties shall survive any termination of this Agreement under this Section 15. A default shall be deemed to have occurred if either party breaches its obligations hereunder and fails to cure such breach within 15 days of receipt of written notice by the non-breaching party specifying the breach. (c) If any party shall default in any of.its obligations under Sections 4, 5, 6, 7, 8 or 9 above, in addition to any indemnification rights set out in such sections, the nondefaulting party shall be entitled to seek specific performance of this Agreement and/or damages (including,,without limitation, reasonable attorneys, fees and expenses). Without limiting the foregoing, the Company may seek a reduction in the Purchase Price for the costs incurred by the Company to enforce Climax's obligations hereunder. 16. Survival of Terms. The liability for a breach of the representations and warranties given by each party hereunder, and the parties' obligations and indemnities set forth herein, shall be deemed to be continuing in nature, shall survive the Closing, and shall not merge with the conveyances provided for herein. 17. Notice. All notices shall be given in writing and shall be deemed to have been duly given on the date of personal delivery or on the third day after deposit in the United States mail, postage prepaid, registered or certified mail, and addressed as follows: r11 -20-